May 11, 2021
WELLTEC A/S ANNOUNCES CONSENT SOLICITATION
ALLERØD, Denmark (May 11, 2021) – Welltec A/S (the “Company”, “we”, “us” or “our”) today announced that it has commenced a consent solicitation (the “Consent Solicitation”) with respect to proposed amendments to the Indenture, dated as of November 28, 2017 (the “Indenture”), governing its 9.5% Senior Secured Notes due 2022 (the “Notes”).
The Consent Solicitation is being conducted in contemplation of the Proposed Sale (as defined below) of shares of Welltec International ApS (“Welltec International”), the immediate holding company of Welltec A/S, by JH Holding, Allerød, 2018 ApS (“JH Holding”), a company wholly-owned and controlled by Mr. Jørgen Hallundbæk, the Company’s founder, largest shareholder and former Chief Executive Officer. As previously reported, Mr. Hallundbæk retired from the management team on April 14, 2021 and JH Holding previously sold a portion of its shares in Welltec International to the Company’s two other major shareholders: 7-Industries Holdings B.V. and Exor N.V. (the “Purchasers”). Mr. Hallundbæk now intends to sell all or a portion of the remaining shares held by JH Holding in Welltec International (the “Shares”) to one or both of the Purchasers (the “Proposed Sale”), their affiliates or other of their related parties. There is no assurance that the Proposed Sale will occur as described, or at all, regardless of whether the Proposed Amendments become effective.
Upon the terms and subject to the conditions described in the Consent Solicitation Statement, dated May 11, 2021 (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”), the Company is soliciting consents to amend the Indenture (the “Proposed Amendments”) so that the consummation of any Proposed Sale would not constitute a “Change of Control” (as defined in the Indenture), by removing the requirement that Mr. Hallundbæk together with certain of his related parties and affiliates be the largest holders among the Permitted Holders (as defined in the Indenture). All capitalized terms used in this press release but not defined herein have the meaning given to them in the Consent Solicitation Statement.
If the Requisite Consents (as defined below) are obtained, and subject to the other terms and conditions in the Consent Solicitation Statement, and the Consent Solicitation is not terminated or withdrawn, the Company will pay to the holders of outstanding Notes who delivered valid consents prior to the Expiration Time (as defined herein), and who have not validly revoked such consents prior to the Effective Time (as defined herein), a cash payment of $2.50 per $1,000 principal amount of the Notes (the “Consent Fee”) for which consents have been delivered by such holder. Any subsequent transferees of such holders, and any holders who do not timely deliver (or who revoke) a valid consent (and their transferees) will not be eligible to receive the Consent Fee even if the Proposed Amendments become effective.
The payment of the Consent Fee is subject to and conditioned upon the receipt of the Requisite Consents on or prior to the Expiration Date. Holders of Notes for which no consent is delivered will not receive the Consent Fee, even though the Supplemental Indenture (as defined herein) containing the Proposed Amendments, once effective, will bind all holders.
The consents of the holders of a majority in principal amount of the outstanding Notes (the “Requisite Consents”) are required pursuant to the terms of the Indenture for the Proposed Amendments to be effective. Upon receipt of the Requisite Consents and satisfaction or waiver by us of the other conditions, the Proposed Amendments will be effected by a supplemental indenture to the Indenture (the “Supplemental Indenture”). The Company intends to execute the Supplemental Indenture containing the Proposed Amendments promptly after receipt of the Requisite Consents, which may be before the Expiration Time. The time at which the Supplemental Indenture is executed is referred to as the “Effective Time.”
The Consent Solicitation will expire at 5:00 p.m. New York City time, on May 18, 2021 (such date and time, as the same may be extended by the Company from time to time, in its sole discretion, the “Expiration Time”). The Company may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement.
This press release is for informational purposes only and the Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. The Consent Solicitation Statement does not constitute a solicitation of consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation, including under U.S. federal securities or blue sky laws.
Copies of the Consent Solicitation Statement may be obtained from Lucid Issuer Services Limited, the Information and Tabulation Agent, at +44 20 7704 0880, or email at email@example.com. Holders of the Notes are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed Amendments. Any persons with questions regarding the Consent Solicitation should contact the Solicitation Agent, Goldman Sachs International, at +44 207 552 6157 (email: firstname.lastname@example.org).
About Welltec A/S
Welltec was founded in 1994 and is today a global leader in oil & gas well robotic intervention and maintenance as well as in metal expandable isolation & integrity packers. Within these two categories, Welltec has significant global market shares with both technology portfolios having a significant green environmental effect for their users. In the last three years, the company has also entered the geothermal and carbon capture & storage markets.
Welltec is a global company with approximately 800 employees across 38 offices and operating bases in 22 countries.
Welltec has recently established a multi-year collaboration with the US Department of Energy developing technologies for geothermal wells. The company also expects to be able to draw on its extensive experience with solutions for oil and gas wells in connection with carbon capture and storage.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives and future performance and business. You can identify these statements by the fact that they do not strictly apply to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “will,” and other words and terms of similar meaning in connection with any discussion of the timing and nature of future operating or financial performance or other events. All statements other than statements of historical fact included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements.
These forward-looking statements are based on our expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many or which are beyond our control. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. Any of our forward-looking statements included in this press release may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Because of these factors, we caution that you should not place undue reliance on any of our forward-looking statements. Further, any forward-looking statement speaks only as of the date in which it is made, and except as required by law we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
For further information, please contact:
Søren Søgaard Suhr, Chief Financial Officer, Welltec A/S
Phone: +45 2034 0488